Listing Compliance

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Listing / Compliance & Migration Norms

Comparison of Listing and Compliance Norms of SME Exchange with Main Board

Sr. No. Particulars Main Board SME Platform
1. Eligibility Minimum Post Issue Paid up capital – Rs. 10 crore Minimum Post Issue Paid up capital – Rs. 3 crores
2. Track Record of Distributable Profits The must be a distributable profits in 3 out of immediately preceding 5 years, with the last year showing profits The must be a distributable profits in 2 out of immediately preceding 3 years OR Net worth shall be Rs. 5 crores
3. Underwriting Not Mandatory 100% underwritten issues. Merchant bankers are required to underwrite upto 15% on their own account
4. Market Making Not Mandatory Merchant bankers are required to undertake market making for a period of 3 years
5. Time Line 8-10 months 3-4 months
6. Need for SEBI Approval & fees SEBI approval for DRHP is a preliminary condition for IPO. Fees:- Based on Issue Size Min – Rs. 25,000/- , Max – Rs. 3,00,00,000/- SEBI approval is not required. Hence this cost is eliminated.
7. Need for In-principle approval of stock exchanges & fees There is requirement to seek in-principle approval of stock exchanges where the shares are proposed to be listed post IPO. Processing Fees:- 0.05 % of issue size Min – Rs. 50,000/- , Max – Rs. 25,00,000/- In-principle approval of stock exchanges is not required. Hence this cost is eliminated.
8. Need for Public notice Public notice of 1 month before opening of the offer Public notice is not required.
9. Minimum number of investors Minimum 1000 investors 50 at the time of listing. No post listing continuous requirement of minimum number of shareholders
10. Initial Listing Fees (BSE) Rs. 20,000/- Rs. 50,000/-
11. Annual Listing Fees (BSE) Based on paid up capital Min – Rs. 15,000/- Max – Rs. 62,50,000 plus Rs. 2500 for every increase of Rs. 5 crores or part thereof above Rs. 1000 crores Rs. 25,000/- or 0.01% of full market capitalization, whichever is higher
12. Fees for using the Book Building Software Not Applicable Based on Issue size:- Upto Rs. 10 crores – 1 lakh Above Rs. 10 crores – 1.5 lakhs
13. Trading Lot Size 1 Rs. 1,00,000/-
14. Shareholding Pattern submission Quarterly Basis Half Yearly Basis
15. Financial results submission Quarterly Basis Half Yearly Basis
16. Publication of financial results On Quarterly Basis, financials to be published in 1 English newspaper and 1 newspaper of regional language where the registered office of the Company is situated No requirement of publication. Only hosting on Company’s website is sufficient

Migration Norms from Main Board to SME and Vice versa:

1. Migration from BSE SME Exchange to the Main Board of BSE:
  1. It is mandatory for the company to be listed and traded on the BSE SME Platform for a minimum period of two years
  2. Post issue capital should be more than Rs. 10 crores and upto Rs. 25 crores
  3. Shareholders’ approval to be sought by special resolution passed through postal ballot – In postal ballot, the votes cast by shareholders other than promoters in favour of the proposal to migrate to Main Board should be at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal to migrate to Main Board
  4. To fulfill the eligibility criteria for migration to Main Board - The companies seeking migration to Main Board of BSE should satisfy the eligibility criteria as specified in 26 of SEBI (ICDR) Regulations, 2009 either at the time of initial listing on SME platform or at the time of seeking migration to Main Board. However, same will not be applicable where the company had sought listing on SME platform by following the book building process and as per the requirements prescribed in 26(2) of SEBI (ICDR) Regulations, 2009.
2. Migration From Main Board To SME Exchange:
  1. Shareholders’ approval to be sought by special resolution passed through postal ballot – In postal ballot, the votes cast by shareholders other than promoters in favour of the proposal to migrate to Main Board should be at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal to migrate to Main Board
  2. Face value capital should be less than Rs. 25 crores.
  3. All eligibility criteria of SME exchange must be fulfilled
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